Ineffectiveness. If a Certificate is or becomes Ineffective or ceases to be valid, the following provisions shall apply:
(a) where a Certificate is or becomes Ineffective or ceases to be valid as a result of any act or omission by the Buyer, the Buyer shall remain liable to pay for it; and
(b) where a Certificate is or becomes Ineffective or ceases to be valid as a result of any act or omission by the Seller, the Seller shall be obliged to either:
(i) replace such Certificate within twenty (20)
Ineffectiveness. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
Ineffectiveness. In addition to the provisions set forth in article 2.5 it is noted that if a provision of these Purchase Terms and Conditions or the Agreement partly becomes invalid or ineffective then this shall not affect the validity or effectiveness of the other provisions of the Purchase Terms and Conditions or the Agreement. The Parties shall replace the invalid or ineffective part by a provision that is valid and effective and of which the consequences, having regard to the content and the scope of the Agreement, are best in line with those of the invalid or ineffective part.
Ineffectiveness. In the event that any court, pursuant to the Public Contracts Regulations 2006 or Council Directive 2007/66/EC, makes a declaration of ineffectiveness or orders that the Minimum Connection Period of any Service under this Business Agreement be shortened, then that Service will be terminated and the Customer shall pay the Termination Fees.
Ineffectiveness. Whenever possible, each provision of this Agreement will be interpreted to be effective under applicable law. But, if any provision of this Agreement is ineffective under applicable law, it will be treated as changed to meet the minimum requirements of that law, or, if it is not treated as changed to do so, it will be ineffective only to the extent that it does not meet those minimum requirements, and the rest of it will remain effective.
Ineffectiveness. If any provision in the Agreement is held to be illegal, invalid, void or unenforceable, whether in full or in part, that provision or, if applicable, the unlawful, invalid, void or unenforceable part thereof shall be deemed not to form part of the Agreement. The remainder of the Agreement or provision shall remain in full force and effect. Each Party shall use its best efforts to negotiate immediately in good faith a valid replacement provision with an equal or similar economic effect.
Ineffectiveness. 36.1 In the event that a court makes a Declaration of Ineffectiveness, DLRL shall promptly notify the Franchisee. The Parties agree that the provisions of clause 35 (Consequences of Termination) and this clause 36 shall apply as from the date of receipt by the Franchisee of the notification of the Declaration of Ineffectiveness. Where there is any conflict or discrepancy between the provisions of clause 35 (Consequences of Termination) and this clause 36 or the Cessation Plan, the provisions of this clause 36 and the Cessation Plan shall prevail.
36.2 The Declaration of Ineffectiveness shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Declaration of Ineffectiveness.
36.3 As from the date of receipt by the Franchisee of the notification of the Declaration of Ineffectiveness, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, DLRL shall reasonably determine an appropriate Cessation Plan with the object of achieving:
36.3.1 an orderly and efficient cessation of the Services or (at DLRL's request) a transition of the Services (as applicable) to DLRL or such other entity as DLRL may specify; and
36.3.2 minimal disruption or inconvenience to DLRL or to public passenger transport services or facilities, in accordance with the provisions of this clause 36 and to give effect to the terms of the Declaration of Ineffectiveness.
36.4 Upon agreement, or determination by DLRL, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan.
36.5 DLRL shall pay the Franchisee's reasonable costs in assisting DLRL in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs agreed as part of this Agreement (including in the Financial Model) or as otherwise reasonably determined by DLRL.
36.6 In addition to the costs payable under clause 36.5 DLRL shall pay:
36.6.1 such sum as represents the cost of labour and materials reasonably and properly incurred or committed on arm's length terms by the Franchisee as at the termination date relating to the provision of the Services; and
36.6.2 the Franchisee its reasonable cost of demobilisation.
Ineffectiveness. Subject to clause 29.8 (Standard of care), the Receivables Purchaser shall not be liable to any Participant for any damage or loss arising from any want of due formality in the constitution of any assignment, trust or the security expressed to be constituted by the Finance Documents resulting in the invalidity, illegality, ineffectiveness, inadequacy or unenforceability of such documentation.
Ineffectiveness. If a Certificate is or becomes Ineffective, the following shall apply:
(a) where a Certificate is or becomes Ineffective as a result of any act or omission by the Buyer, the Buyer shall remain liable to pay for it; and
(b) where a Certificate is or becomes Ineffective as a result of any act or omission by the Seller, the Buyer shall send to the Seller written notice thereof (irrespective of how long after the relevant transfer date such notice is provided) and the Party specified in the Election Sheet shall determine that:
(i) the Seller shall replace such Certificate within twenty (20) Business Days of the date of such notice. Where the Buyer has not yet paid for such Certificate, the Buyer shall not be obliged to pay for such Certificate until ten (10) Business Days following receipt by the Buyer of the replacement Certificate. Where the Seller is in breach of this obligation, § 5.4(b)(ii) shall apply; or
(ii) without prejudice to any defences available to the Seller (including but not limited to any defences of statutes of limitation or similar), the Buyer shall:
(a) determine the Ineffectiveness Loss Amount; and
(b) notify the Seller of such Ineffectiveness Loss Amount due in the form of an invoice, including detailed support for its calculation. The Buyer is not required to enter into one or more replacement transaction(s) in order to determine the Ineffectiveness Loss Amount.
Ineffectiveness. 11.6.1 Should a declaration of ineffectiveness pursuant to the Public Contracts Regulations 2015 be made in respect of this Agreement, the parties shall use all reasonable endeavours ( where the standstill period has passed) to maintain the effects of the Agreement embodying their respective rights and obligations until such time as the courts have made a determination, in particular where there are overriding reasons relating to a general interest requiring the effects of the Agreement to be maintained.
